Судоводы - 9 семестр / Видищева Т.В., Монастырская О.И. - English in Maritime Business and Law (2014)

7. Binding				G The amount of money you have to pay for goods and
				services
8. Breach of contract				I. The money that you must regularly spend in order to run a
				business, a home, etc.
1	2	3	4	5	6	7	8
Exercise 3. Analyze given situations
	D id	a	b rea c h	o f c o n tr a c t ta k e		p la c e ?	I f s o , h o w ? I f n o t, w h y n o t?

1.A mail order Co. sent some goods to Mr. Adams. However, he refused to accept delivery of them as they had not been ordered.

2.Mr. Williams ordered 20 video-recorders from a Co. selling electrical goods. However, he had to return one of the video-recorders because it didn’t work.

3.Mr. Watson refused to pay the full price for a customized machine he had ordered; because it didn’t exactly meet the specifications he had given.

4.Mr. Jackson sent a free sample of wine glasses to a potential new customer. Unfortunately, the package burst open in the post and the glasses were broken.

5.Mr. Johnson sent some spare parts to an airline. However, a series of staff strikes brought the airline into financial difficulties and his invoice was only paid 6 months later.

Exercise 4. Below are the main paragraph titles from a Sale Agreement. Match the paragraph titles with the details ofthe contents of each paragraph

1.Price andpayment

2.Goods

3.Delivery

4.Acceptance

5.Title and risk

6.Limitation ofLiability

7.Force majeure

8.Entire agreement

A.The Buyer only receives title to the Goods once he has paid all sums due to the Seller

B.This prevents a party from relying on something said in pre-contract negotiations that is not excluded in the Agreement itself with the exception of deliberate misrepresentations

CThe goods are as specified in the quotation

D. Allows for defaults in the event of happenings outside the control of the Seller

E.The price is the quoted price; if the Price is not paid on time the Seller is entitled to interest at 4% above base

F.This doesn’t prevent the buyer suing for breach of warranty after the 7th day. It’s intended to prevent rejection

GSpecifies which law applies and where the parties must sue

H . Delivery is as shown on the quotation

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9.	Governing law				I. This is required when selling to consumers. To sell a
andjurisdiction					consumer without this phrase would be a criminal
					offence
lO.Rights o f consumer					J. Tries to exclude and restrict the liability of the Seller to
					personal injury and death. It excludes economic loss
					and limits the liability of the Seller to the price. There
					is a risk that these terms would be deemed unfair in a
					consumer transaction
					(imisrepresentation			-	преднамеренное искалсение
					фактов;
					rejection —отказ, отклонение)
1	2	3	4	5	6	7	8	9	10

Exercise 5. Here is a brief summary of the law contract. Complete the texts using the words below

Agreement		breach	capacity	consideration	damages	fraud
Illegal	obligation oral		performance property		signed	terms

What is a contract?

It’s an agreement that creates a binding (1) obligation upon the parties. The essentials of a contract are as follows: mutual (2)_________________; a legal (3)______________, which in most instances need not be financial; parties who have legal

(4)_________________ to make a contract; absence of (5)________________ or duress; and a subject matter that is not (6)______________________ or against public policy.

Whatform does a contract take?

In general, contracts may be either (7)______________________ or written. Certain types of contracts, however, in order to be enforceable, must be written and

(8) _________________. These include contracts involving the sale and transfer of

(9) _________________ •

How does a contract end?

In case of (10)______________________ of contract, the injured party may go to court to sue for financial compensation (or (11)________________________ ), or for rescission, for injunction, or for specific performance if financial compensation would not compensate for the breach. Specific (12)____________________of a contract is the right by one contracting party to have the other contracting party perform the contract according to the precise (13)________________ agreed.

(duress - принуждение; rescission - расторжение, прекращение; injunction - судебный запрет)

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Exercise 6. Read the contract and answer the questions

CONTRACT NO 018.006

Blackville 20__, February 24

The company Blake Electronic Corporation, Blackville, USA, represented by Mr. J.P. Manson, General Manager, hereinafter referred to as the "Seller"

and

the company Jackson Ltd. Marketing, Reno, USA, represented by Mr. L.C. Parker, Commerce Director, hereinafter referred to as the ’Buyer", have concluded the present Contract to the effect that:

1.Subject o f Contract

The Seller sells and the Buyer buys the goods indicated in the Specification (Enclosure N1), which is an integral part of this Contract. The goods should be delivered in accordance with Terms of Delivery.

2.Prices and Total Sum o f Contract

2.1.The prices for the goods are in US dollars as indicated in the Specification amount to $5,879 for each set.

2.2.The total sum is $129,497 (one hundred twenty nine thousand four hundred ninety seven).

2.3.The prices as per this Contract have been fixed firmly and are not subject to alteration.

3.Terms o fDelivery

3.1.Delivery of the goods shall be made CIF San-Francisco, International Airport. The goods

are delivered according to the terms printed in the Specification (see Enclosure N1) but not later than 20 days from the date signing of the Contract.

3.2.The representatives of the Buyer make the inspection of the delivered goods before accepting them in respect of quality and quantity.

3.3.Partial deliveries are authorized.

4.Terms o f Payment

The Buyer is obliged to make payment in US dollars. 100 per cent value of Contract is to be paid in advance to the Seller's Bank in 10 days from the date of the Contract's signing (as indicated in Enclosure N1).

5. Insurance

The Seller shall insure goods to be delivered on CIF terms against usual transport risks in accordance with the Insurance Agreement.

6.Guarantees

6.1.The Seller guarantees the quality of the delivered goods for 36 months from the date of

putting the equipment into operation.

6.2. If during the guarantee period the equipment proves to be defective, the Seller at his cost eliminates defects within the shortest possible time or replaces the defective equipment.

7.Packing and Marking

Each set of the goods shall be packed and marked according to the Buyer's inquiry. Marking Information is the following:

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1.Name of the consignee;

2.Name of the consignor (shipper);

3.Contract N (Code);

4.Air Way Bill N;

5.Gross Weight;

6.Net Weight;

7.Box N.

8.Arbitration

8.1.All disputes and disagreements which may arise due to this Contract or in connection with it shall be settled through friendly negotiations between the parties. Disputes and disagreements that cannot be settled by parties through negotiations are subject to settlement excluding the court in the Federal Arbitration of California State in accordance with the law in force.

8.2.The award shall be final and binding upon both parties.

9.Other Conditions

9.1.All amendments and alterations to this Contract are valid only in written form and should be signed by both parties.

9.2.Upon signing this Contract, all preceding talks and correspondence on it lose their force.

9.3.Neither party is entitled to transfer rights and obligations to any third party without a written consent of the other contracting party.

9.4.The present Contract has been drawn up in 2 (two) copies; both copies having equal rights.

9.5.Enclosure N1. Specifications on 2 pages.

10. LegalAddresses of the Parties

The Buyer:	The Setter:
Company: Jackson Ltd. Marketing	Company: Blake Electronic Corporation
1867, Albert Road, Reno, CA, 31137, USA	2811, Pine Line Blackville, MD, 57348, USA
Phone N:	Phone N:
Fax N:	FaxN:
Account N:	Account N:

1.Who is referred to as the” Seller” in this contract? What firm does he represent?

2.Who is the “Buyer”? What post does he hold?

3.What is the subject of the contract?

4.What is the price for each set of equipment?

5.When should the goods be delivered?

6.Why should the goods be insured and who is to do it?

7.What should be done if the equipment proves to be defective?

8.Who is to eliminate the defects?

9.How should all disagreements be settled?

Exercise 7. Translatefrom Russian into English

1. Продавец продает, а покупатель покупает на условиях CIF Одесса, Украина, медицинское оборудование в соответствии со спецификациями к настоящему контракту и являющимися его неотъемлемой частью.

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2.Цена по настоящему контракту включает стоимость материалов, перевозку, страхование и упаковку соответственно настоящему контракту.

3.Поставка осуществляется в течение 6-ти недель. Поставка возможна ранее указанного в контракте срока.

4.Продавец обязуется поставить товар покупателю в течение 2-х недель после подписания им данного договора.

5.Товар должен соответствовать качеству, предъявляемому к такому виду

товара.

6.Упаковка должна обеспечить безопасную транспортировку и доставку товара.

7.Остальные пункты контракта могут быть решены в рабочем порядке (there and then).

8.Цена за единицу товара указана в приложении к контракту.

9.Как только мы подготовим окончательный вариант контракта, он будет представлен Вам на рассмотрение.

10.Все расхождения (divergence), связанные с контрактом, должны решаться путем переговоров.

UNIT 2

COMPLAINTS AND ADJUSTMENTS

Vocabulary

• Execution o f the order - выполнение заказа

• To make a complaint - предъявлять претензию, рекламацию

• To be o f inferior quality - быть некачественным

•To be damaged - быть поврежденным

•In transit - в пути

•Delay in delivery - задержка поставки

•To be shortshipped - недопоставленный

•To match a sample - соответствовать образцу

•Justified - обоснованный

•Adjustment - урегулирование; поправка; (морское страхование) расчет убытков по общей аварии

•Reminder - (письмо)-напоминание

•Final deadline - крайний срок

•	То reserve the right - оставлять за собой право
•	То withdraw from the contract - выйти из договора

•То cancel an order - отменять заказ; аннулировать

•То suffer a loss - понести убытки

•То claim damages - требовать возмещения

•Overdue - просроченный

•Hidden, covert reminder - скрытое, косвенное напоминание

•Deferment - отсрочка

•Debit note - дебетовое авизо

•Credit note - кредитовое авизо

•Undercharged - заниженная цена

•Overcharged - завышенная цена

Exercise L Read the text and answer the questions

If the seller causes a breach of contract, or if there is something wrong with the execution of the order, the buyer can make a complaint. Here are some of the things a buyer can complain about:

a)the goods are o f inferior quality;

b)the goods are damaged;

c)the goods were lost in transit;

d)the price is incorrect;

e)there was a delay in delivery;

f)the goods were shortshipped (the weight was too low or the quantity too small);

g)the wrong goods were delivered;

h)the goods don’t match the sample;

If the complaint is justified, the seller has to make an adjustment, i.e. he has to offer the buyer some form of compensation.

T h e r e a r e 4 p o s sib ilitie s :

1.The seller invites the buyer to Return the goods at the seller s expense.

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2.The seller Replaces the faulty goods at his own expense.

3.In some cases, the goods can be Repaired by the seller or at the seller’s expense.

4.The buyer keeps the goods, but the seller offers him a price Reduction.

If the seller is not delivering the goods, the buyer can send one or more reminders and tell the seller that he will withdraw from the contract if the goods are not delivered by a certain date, thefinal deadline.

It can be that the buyer reserved the right to cancel the order if he can cancel his order without sending any reminders.

It can happen that the buyer suffers a loss if the goods are delivered late - he may lose business, for example. In this case, he can claim damages from the seller; that means, he can start legal proceedings for compensation. However, if the delay is caused by factors beyond the seller’s control, e.g. floods, earthquakes, war, etc., the seller is not liable for any of the buyer’s losses.

1.What do you understand by breach o fa contract? Give some examples.

2.Describe the reasons a buyer may have to make a complaint. What kind o f compensation wouldyou, as the buyer, offer in each case (a-h)?

3. What can you do as the seller if the buyer fails to fulfill his liability o fpaying on

time.

Exercise 2. Scan the letter ofdamage. Answer the questions

F. Lynch Si Co. L td .

(Head Office). Ncsson House, Newell Street. Birmingham B3 3EL

Telephone No.: 021 236 6571 Fax: [phone] Telex: 341641

	Satex S.p.A	Your Ref:
	Viadi Pietra Papa	Our Ref:
	00146 Roma	Date: 15August 19—
	ITALY
	Attn. Mr D. Causio
	Dear Mr Causio,
	Our Order No. 14478

1 am writing to you to complain about the shipment ofsweaters we received yesterday against the above order.

The boxes in which the sweaters were packed were damaged, and looked as if they had been broken open in transit. From your invoice No. 18871 we estimate that thirty garments have been stolen to the value of£150.00. And because of the rummaging in the boxes, quite a few other garments were crushed or stained and cannot be sold as new articles in our shops

As the sale was on a c.i f. basis and the forwarding company your agents, we suggest you contact them with regard to compensation.

You will find a list of the damaged and missing articles attached, and the consignment will be put toone side until we receive your instructions

Yours sincerely,

L. Crane

Chief Buyer

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1.How had the damage occurred?

2.Why can’t the garments still be sold?

3.What does Mr Crane intend to do with the damaged consignment?

4.What is enclosed with the letter?

5.What does “a c.i.f. basis” mean?

6.Which words correspond to the following: during transportation; assess; clothes; make upfor the loss?

Exercise 3. Match each item to its definition

1.Adjustment A. Having an acceptable explanation or reason

2.Damages (pi.) B. A business organization or a person who is to prepare shipping

documents, to arrange for shipping space and insurance, etc.

3. Consignment		C. The amount of money			spent on something
4. Shipment		D. The determination o f the amount due under a policy o f					insurance
5.	Forwarding		E. A sum of money awarded by a court as compensation for a breach o f
agent			contract
6. Expense		F. Goods packed together and sent from seller to buyer
7.Justified		G A load of goods sent by sea, road, or air
(complaint)
1	2	3	4	5	6	7
Exercise 4. What kind of adjustment wouldyou expect in each case?
	1. You ordered two chests o f best quality Ceylon tea. However, when						it arrives, you
find that the quality is inferior to that of the sample.

2. You ordered 100 ladies’ coats in size 38. However, the coats delivered are size 40. Nevertheless, the quality is good and you think these coats will sell just as well.

3.You ordered 442 pairs o f handmade leather shoes. When they arrive, you see that the stitching on one o f the shoes is broken.

4.You ordered 7 washing machines to be delivered within 14 days. However, 6 weeks

later they still haven’t arrived.

Many letters o f complaint arise out o f accounting errors, which can be put right by adjustments. Debit notes and credit notes are used for this purpose.

Debit notes are the second charge for a consignment and become necessary if a customer has been undercharged through a mistake in the calculations on the original invoice.

C redit notes are sent because o f accidental overcharges. A credit note may also be issued when a deposit is being refunded or when goods are returned because they were not suitable or had been damaged. Credit notes are often printed in red. The form o f a credit note is the same as that for a debit note, except for the heading.

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Exercise 5. Read the debit note

This note is necessary because the suppliers, Seymore Furniture Ltd., have made a mistake in their calculations and have undercharged their customers, C.R. Mendez

DEBIT NOTE

No. 311

SEYM ORE F U R N IT U R E Ltd.

Tib Street. Maidenhead, Berks. SL6 5D2	Telephone [phone]
Registered No. 18514391 London
VAT No. 231 6188 31
C.R. Mendez SA	31 May 19—
Avda del Ej6rcito 83
E-48015 Bilbao

19— 5 May

Invoice No. L 8992. UNDERCHARGE.
The extension should have read:
6 Chairs @ £12.00 each = £72.00
NOT
6 Chairs (2) £10.00 each = £60.00
We apologize for the error and ask if you	£12.00
would please pay the difference viz. £12.00,

REMINDERS

If the buyer fails to fulfill his obligation o f paying on time, it’s customary to send 3 reminders.

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Exercise 6. Read the second reminder and translate into your native language

(balance due - дебетное сальдо; due date - дата платежа; outstanding balances - неуплаченное сальдо; with regard to the accounts rendered - относительно

произведенных расчетов; by return		- срочно; at the rate o f 25% per annum - 25%
годовых)
Attention: Herr Holer
Dear Herr Holer
Your ref:	023/499
Account No.:	SO/7895
Balance Due:	$ 4, 231.92
Due date:	15 April 2007
1 am disappointed to note that,		despite our previous reminder o f 12 April, your

account with us still remains unpaid. You will recallfrom our Conditions o f Sale that all outstanding balances due to us must be paid within 30 days after receipt o f our invoice. By placing an order with us you indicated your agreement to our terms. According to my records no query has been raised with regard to the goods delivered or the accounts rendered.

Under the circumstances I would be grateful ifyou could arrangefor the above sum to be paid by return. Should you fail to do so I shall have no alternative but to add interest to the balance at the rate o f 25% per annum as prescribed by our Conditions ofSale.

Yours sincerely

NORTHERN OPTICS LTD

	Exercise 7. Here are the extracts from three reminders and a final demand.
Organize the extracts into the correct letters
1.	We are concerned that this m atter is still unresolved and would be grateful to-receive
	your cheque in full settlem ent o f the outstanding sum without further delay.
2.	We would like to rem ind you that the sum o f $3500 is still outstanding on your
	account.
3.	Since we have received no replies to our earlier letters, we have no option but to
	inform you that unless we receive a cheque for the outstanding sum o f $3500 w ithin
	7 days o f the date o f this letter, we shall place the matter in the hands o f our solicitor.
4.	I wrote to you on 1st July regarding your unpaid account, accounting to $3500.
5.	Clearly, this situation cannot be perm itted to continue, and we m ust urge you to the
	imm ediate action to clear the indebtedness.

6.If you are satisfied with the goods supplied to you, we would ask that you kindly settle the account as soon as possible.

7.We have now rem inded you twice regarding the outstanding sum o f $3500 on your account, but to no avail.

REM INDER 1	REM IND ER 2	REM INDER 3	FINAL DEM A ND
_____ 2 _ [ ____	__________ i -	i
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